38510 Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices 

Financial Industry Regulatory Authority 

(‘‘FINRA’’). 

The requirement that the fund send a 

notification to shareholders of each offer 

is intended to ensure that a fund 

provides material information to 

shareholders about the terms of each 

offer. The requirement that copies be 

sent to the Commission is intended to 

enable the Commission to monitor the 

fund’s compliance with the notification 

requirement. The requirement that the 

shareholder notification be attached to 

Form N–23c–3 is intended to ensure 

that the fund provides basic information 

necessary for the Commission to process 

the notification and to monitor the 

fund’s use of repurchase offers. The 

requirement that the fund describe its 

current policy on repurchase offers and 

the results of recent offers in the annual 

shareholder report is intended to 

provide shareholders current 

information about the fund’s repurchase 

policies and its recent experience. The 

requirement that the board approve and 

review written procedures designed to 

maintain portfolio liquidity is intended 

to ensure that the fund has enough cash 

or liquid securities to meet its 

repurchase obligations, and that written 

procedures are available for review by 

shareholders and examination by the 

Commission. The requirement that the 

fund file advertisements and sales 

literature as if it were an open-end fund 

is intended to facilitate the review of 

these materials by the Commission or 

FINRA to prevent incomplete, 

inaccurate, or misleading disclosure 

about the special characteristics of a 

closed-end fund that makes periodic 

repurchase offers. 

The Commission staff estimates that 

60 funds make use of rule 23c–3 

annually, including 32 funds that are 

relying upon rule 23c–3 for the first 

time. The Commission staff estimates 

that on average a fund spends 89 hours 

annually in complying with the 

requirements of the Rule and Form 

N–23c–3, with funds relying upon rule 

23c–3 for the first time incurring an 

additional one-time burden of 28 hours. 

The Commission therefore estimates the 

total annual hour burden of the rule’s 

and form’s paperwork requirements to 

be 6,236 hours. In addition to the 

burden hours, the Commission staff 

estimates that the average yearly cost to 

each fund that relies on rule 23c–3 to 

print and mail repurchase offers to 

shareholders is about $32,744.13. The 

Commission estimates total annual cost 

is therefore about $1,964,647. 

Estimates of average burden hours 

and costs are made solely for purposes 

of the Paperwork Reduction Act and are 

not derived from a comprehensive or 

even representative survey or study of 

the costs of Commission rules and 

forms. Compliance with the collection 

of information requirements of the rule 

and form is mandatory only for those 

funds that rely on the rule in order to 

repurchase shares of the fund. The 

information provided to the 

Commission on Form N–23c–3 will not 

be kept confidential. An agency may not 

conduct or sponsor, and a person is not 

required to respond to a collection of 

information unless it displays a 

currently valid OMB control number. 

Written comments are invited on: (a) 

Whether the collection of information is 

necessary for the proper performance of 

the functions of the Commission, 

including whether the information has 

practical utility; (b) the accuracy of the 

Commission’s estimate of the burden of 

the collection of information; (c) ways to 

enhance the quality, utility, and clarity 

of the information collected; and (d) 

ways to minimize the burden of the 

collection of information on 

respondents, including through the use 

of automated collection techniques or 

other forms of information technology. 

Consideration will be given to 

comments and suggestions submitted in 

writing within 60 days of this 

publication. 

Please direct your written comments 

to David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, C/O Cynthia 

Roscoe, 100 F Street NE, Washington, 

DC 20549; or send an email to: PRA_

Mailbox@sec.gov. 

All submissions should refer to File 

Number 270–373. This file number 

should be included on the subject line 

if email is used. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov). 

All comments received will be posted 

without change; we do not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. 

Dated: July 15, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15427 Filed 7–20–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34331; 812–15180] 

Uncommon Investment Funds Trust 

and Uncommon Investment Advisors 

LLC 

July 15, 2021. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application under section 

6(c) of the Investment Company Act of 

1940 (‘‘Act’’) for an exemption from 

section 15(a) of the Act, as well as from 

certain disclosure requirements in rule 

20a–1 under the Act, Item 19(a)(3) of 

Form N–1A, Items 22(c)(1)(ii), 

22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 

Schedule 14A under the Securities 

Exchange Act of 1934 (‘‘1934 Act’’), and 

sections 6–07(2)(a), (b), and (c) of 

Regulation S–X (‘‘Disclosure 

Requirements’’). 

APPLICANTS: Uncommon Investment 

Funds Trust (‘‘Trust’’), a Delaware 

statutory trust registered under the Act 

as an open-end management investment 

company with multiple series (each a 

‘‘Fund’’) and Uncommon Investment 

Advisors LLC (‘‘Initial Adviser’’), a 

Delaware limited liability company 

registered as an investment adviser 

under the Investment Advisers Act of 

1940 (‘‘Advisers Act’’) that serves as an 

investment adviser to the Uncommon 

Generosity 50 Equity ETF and 

Uncommon Portfolio Design Core 

Equity ETF (collectively with the Trust, 

the ‘‘Applicants’’). 

SUMMARY OF APPLICATION: The requested 

exemption would permit Applicants to 

enter into and materially amend 

subadvisory agreements with 

subadvisers without shareholder 

approval and would grant relief from 

the Disclosure Requirements as they 

relate to fees paid to the subadvisers. 

FILING DATES: The application was filed 

on November 25, 2020, and amended on 

March 12, 2021, and June 10, 2021. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov and serving Applicants 

with a copy of the request by email. 

Hearing requests should be received by 

the Commission by 5:30 p.m. on August 

9, 2021, and should be accompanied by 

proof of service on the Applicants, in 

the form of an affidavit, or, for lawyers, 

a certificate of service. Pursuant to rule 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices 38511 

1The term ‘‘Adviser’’ means (i) the Initial 

Adviser, (ii) its successors, and (iii) any entity 

controlling, controlled by or under common control 

with, the Initial Adviser or its successors that serves 

as the primary adviser to a Subadvised Fund. For 

the purposes of the requested order, ‘‘successor’’ is 

limited to an entity or entities that result from a 

reorganization into another jurisdiction or a change 

in the type of business organization. Any other 

Adviser also will be registered with the 

Commission as an investment adviser under the 

Advisers Act. 

2The term ‘‘Board’’ also includes the board of 

trustees or directors of a future Subadvised Fund (as 

defined below), if different from the board of 

trustees (‘‘Trustees’’) of the Trust. 

3A ‘‘Wholly-Owned Subadviser’’ is any 

investment adviser that is (1) an indirect or direct 

‘‘wholly-owned subsidiary’’ (as such term is 

defined in the Act) of the Adviser, (2) a ‘‘sister 

company’’ of the Adviser that is an indirect or 

direct ‘‘wholly-owned subsidiary’’ of the same 

company that indirectly or directly wholly owns 

the Adviser (the Adviser’s ‘‘parent company’’), or 

(3) a parent company of the Adviser. An ‘‘Affiliated 

Subadviser’’ is any investment subadviser that is 

not a Wholly-Owned Subadviser, but is an 

‘‘affiliated person’’ (as defined in section 2(a)(3) of 

the Act) of a Subadvised Fund or the Adviser for 

reasons other than serving as investment subadviser 

to one or more Funds. A ‘‘Non-Affiliated 

Subadviser’’ is any investment adviser that is not 

an ‘‘affiliated person’’ (as defined in the Act) of a 

Fund or the Adviser, except to the extent that an 

affiliation arises solely because the Subadviser 

serves as a subadviser to one or more Funds. 

4Applicants note that all other items required by 

sections 6–07(2)(a), (b) and (c) of Regulation S–X 

will be disclosed. 

5All registered open-end investment companies 

that currently intend to rely on the requested order 

are named as Applicants. Any entity that relies on 

the requested order will do so only in accordance 

with the terms and conditions contained in the 

application. 

6Applicants represent that if the name of any 

Subadvised Fund contains the name of a 

subadviser, the name of the Adviser that serves as 

the primary adviser to the Fund, or a trademark or 

trade name that is owned by or publicly used to 

identify the Adviser, will precede the name of the 

subadviser. 

7The Subadvisers will be registered with the 

Commission as an investment adviser under the 

Advisers Act or not subject to such registration. 

8A ‘‘Subadviser’’ also includes an investment 

subadviser that will provide the Adviser with a 

model portfolio reflecting a specific strategy, style 

or focus with respect to the investment of all or a 

portion of a Subadvised Fund’s assets. The Adviser 

may use the model portfolio to determine the 

securities and other instruments to be purchased, 

sold or entered into by a Subadvised Fund’s 

portfolio or a portion thereof, and place orders with 

brokers or dealers that it selects. 

0–5 under the Act, hearing requests 

should state the nature of the writer’s 

interest, any facts bearing upon the 

desirability of a hearing on the matter, 

the reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by emailing the 

Commission’s Secretary. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Thaddeus Leszczynski, Uncommon 

Investment Funds Trust, by email: 

tlesc@csacompliance.com (with a copy 

to agoldberg@stradley.com). 

FOR FURTHER INFORMATION CONTACT: 

Christine Y. Greenlees, Senior Counsel, 

at (202) 551–6879, or Lisa Reid Ragen, 

Branch Chief, at (202) 551–6825 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

website by searching for the file number 

or an Applicant using the ‘‘Company’’ 

name box, at http://www.sec.gov/ 

search/search.htm or by calling (202) 

551–8090. 

I. Requested Exemptive Relief 

1. Applicants request an order to 

permit the Adviser,1 subject to the 

approval of the board of trustees of the 

Trust (collectively, the ‘‘Board’’),2

including a majority of the trustees who 

are not ‘‘interested persons’’ of the Trust 

or the Adviser, as defined in section 

2(a)(19) of the Act (the ‘‘Independent 

Trustees’’), without obtaining 

shareholder approval, to: (i) Select 

investment subadvisers (‘‘Subadvisers’’) 

for all or a portion of the assets of one 

or more of the Funds pursuant to an 

investment subadvisory agreement with 

each Subadviser (each a ‘‘Subadvisory 

Agreement’’); and (ii) materially amend 

Subadvisory Agreements with the 

Subadvisers. 

2. Applicants also request an order 

exempting the Subadvised Funds (as 

defined below) from the Disclosure 

Requirements, which require each Fund 

to disclose fees paid to a Subadviser. 

Applicants seek relief to permit each 

Subadvised Fund to disclose (as a dollar 

amount and a percentage of the Fund’s 

net assets): (i) The aggregate fees paid to 

the Adviser and any Wholly-Owned 

Subadvisers; and (ii) the aggregate fees 

paid to Affiliated and Non-Affiliated 

Subadvisers (‘‘Aggregate Fee 

Disclosure’’).3 Applicants seek an 

exemption to permit a Subadvised Fund 

to include only the Aggregate Fee 

Disclosure.4

3. Applicants request that the relief 

apply to Applicants, as well as to any 

other existing or future registered openend management investment company 

or series thereof that intends to rely on 

the requested order in the future and 

that: (i) Is advised by the Adviser; (ii) 

uses the multi-manager structure 

described in the application; and (iii) 

complies with the terms and conditions 

of the application (each, a ‘‘Subadvised 

Fund’’).5

II. Management of the Subadvised 

Funds 

4. The Adviser serves or will serve as 

the investment adviser to each 

Subadvised Fund pursuant to an 

investment advisory agreement with the 

Fund (each an ‘‘Investment Advisory 

Agreement’’). Each Investment Advisory 

Agreement has been or will be approved 

by the Board, including a majority of the 

Independent Trustees, and by the 

shareholders of the relevant Subadvised 

Fund in the manner required by 

sections 15(a) and 15(c) of the Act. The 

terms of these Investment Advisory 

Agreements comply or will comply with 

section 15(a) of the Act. Applicants are 

not seeking an exemption from the Act 

with respect to the Investment Advisory 

Agreements. Pursuant to the terms of 

each Investment Advisory Agreement, 

the Adviser, subject to the oversight of 

the Board, will provide continuous 

investment management for each 

Subadvised Fund. For its services to 

each Subadvised Fund, the Adviser 

receives or will receive an investment 

advisory fee from that Fund as specified 

in the applicable Investment Advisory 

Agreement. 

5. Consistent with the terms of each 

Investment Advisory Agreement, the 

Adviser may, subject to the approval of 

the Board, including a majority of the 

Independent Trustees, and the 

shareholders of the applicable 

Subadvised Fund (if required by 

applicable law), delegate portfolio 

management responsibilities of all or a 

portion of the assets of a Subadvised 

Fund to a Subadviser. The Adviser will 

retain overall responsibility for the 

management and investment of the 

assets of each Subadvised Fund. This 

responsibility includes recommending 

the removal or replacement of 

Subadvisers, allocating the portion of 

that Subadvised Fund’s assets to any 

given Subadviser and reallocating those 

assets as necessary from time to time.6

The Subadvisers will be ‘‘investment 

advisers’’ to the Subadvised Funds 

within the meaning of Section 2(a)(20) 

of the Act and will provide investment 

management services to the Funds 

subject to, without limitation, the 

requirements of Sections 15(c) and 36(b) 

of the Act.7 The Subadvisers, subject to 

the oversight of the Adviser and the 

Board, will determine the securities and 

other investments to be purchased, sold 

or entered into by a Subadvised Fund’s 

portfolio or a portion thereof, and will 

place orders with brokers or dealers that 

they select.8

6. The Subadvisory Agreements will 

be approved by the Board, including a 

majority of the Independent Trustees, in 

accordance with sections 15(a) and 15(c) 


jbell on DSKJLSW7X2PROD with NOTICES
38512 Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices 

9A ‘‘Multi-manager Notice’’ will be modeled on 

a Notice of internet Availability as defined in Rule 

14a–16 under the 1934 Act, and specifically will, 

among other things: (a) Summarize the relevant 

information regarding the new Subadviser (except 

as modified to permit Aggregate Fee Disclosure); (b) 

inform shareholders that the Multi-manager 

Information Statement is available on a website; (c) 

provide the website address; (d) state the time 

period during which the Multi-manager Information 

Statement will remain available on that website; (e) 

provide instructions for accessing and printing the 

Multi-manager Information Statement; and (f) 

instruct the shareholder that a paper or email copy 

of the Multi-manager Information Statement may be 

obtained, without charge, by contacting the 

Subadvised Fund. A ‘‘Multi-manager Information 

Statement’’ will meet the requirements of 

Regulation 14C, Schedule 14C and Item 22 of 

Schedule 14A under the 1934 Act for an 

information statement, except as modified by the 

requested order to permit Aggregate Fee Disclosure. 

Multi-manager Information Statements will be filed 

with the Commission via the EDGAR system. 

10 In addition, Applicants represent that 

whenever a Subadviser is hired or terminated, or a 

Subadvisory Agreement is materially amended, the 

Subadvised Fund’s prospectus and statement of 

additional information will be supplemented 

promptly pursuant to rule 497(e) under the 

Securities Act of 1933. 

of the Act. In addition, the terms of each 

Subadvisory Agreement will comply 

fully with the requirements of section 

15(a) of the Act. The Adviser may 

compensate the Subadvisers or the 

Subadvised Funds may compensate the 

Subadvisers directly. 

7. Subadvised Funds will inform 

shareholders of the hiring of a new 

Subadviser pursuant to the following 

procedures (‘‘Modified Notice and 

Access Procedures’’): (a) Within 90 days 

after a new Subadviser is hired for any 

Subadvised Fund, that Fund will send 

its shareholders either a Multi-manager 

Notice or a Multi-manager Notice and 

Multi-manager Information Statement; 9

and (b) the Subadvised Fund will make 

the Multi-manager Information 

Statement available on the website 

identified in the Multi-manager Notice 

no later than when the Multi-manager 

Notice (or Multi-manager Notice and 

Multi-manager Information Statement) 

is first sent to shareholders, and will 

maintain it on that website for at least 

90 days.10

III. Applicable Law 

8. Section 15(a) of the Act states, in 

part, that it is unlawful for any person 

to act as an investment adviser to a 

registered investment company ‘‘except 

pursuant to a written contract, which 

contract, whether with such registered 

company or with an investment adviser 

of such registered company, has been 

approved by the vote of a majority of the 

outstanding voting securities of such 

registered company.’’ 

9. Form N–1A is the registration 

statement used by open-end investment 

companies. Item 19(a)(3) of Form N–1A 

requires a registered investment 

company to disclose in its statement of 

additional information the method of 

computing the ‘‘advisory fee payable’’ 

by the investment company with respect 

to each investment adviser, including 

the total dollar amounts that the 

investment company ‘‘paid to the 

adviser (aggregated with amounts paid 

to affiliated advisers, if any), and any 

advisers who are not affiliated persons 

of the adviser, under the investment 

advisory contract for the last three fiscal 

years.’’ 

10. Rule 20a–1 under the Act requires 

proxies solicited with respect to a 

registered investment company to 

comply with Schedule 14A under the 

1934 Act. Items 22(c)(1)(ii), 22(c)(1)(iii), 

22(c)(8) and 22(c)(9) of Schedule 14A, 

taken together, require a proxy 

statement for a shareholder meeting at 

which the advisory contract will be 

voted upon to include the ‘‘rate of 

compensation of the investment 

adviser,’’ the ‘‘aggregate amount of the 

investment adviser’s fee,’’ a description 

of the ‘‘terms of the contract to be acted 

upon,’’ and, if a change in the advisory 

fee is proposed, the existing and 

proposed fees and the difference 

between the two fees. 

11. Regulation S–X sets forth the 

requirements for financial statements 

required to be included as part of a 

registered investment company’s 

registration statement and shareholder 

reports filed with the Commission. 

Sections 6–07(2)(a), (b), and (c) of 

Regulation S–X require a registered 

investment company to include in its 

financial statements information about 

investment advisory fees. 

12. Section 6(c) of the Act provides 

that the Commission may exempt any 

person, security, or transaction or any 

class or classes of persons, securities, or 

transactions from any provisions of the 

Act, or any rule thereunder, if such 

exemption is necessary or appropriate 

in the public interest and consistent 

with the protection of investors and the 

purposes fairly intended by the policy 

and provisions of the Act. Applicants 

state that the requested relief meets this 

standard for the reasons discussed 

below. 

IV. Arguments in Support of the 

Requested Relief 

13. Applicants assert that, from the 

perspective of the shareholder, the role 

of the Subadvisers is substantially 

equivalent to the limited role of the 

individual portfolio managers employed 

by an investment adviser to a traditional 

investment company. Applicants also 

assert that the shareholders expect the 

Adviser, subject to review and approval 

of the Board, to select a Subadviser who 

is in the best position to achieve the 

Subadvised Fund’s investment 

objective. Applicants believe that 

permitting the Adviser to perform the 

duties for which the shareholders of the 

Subadvised Fund are paying the 

Adviser—the selection, oversight and 

evaluation of the Subadviser—without 

incurring unnecessary delays or 

expenses of convening special meetings 

of shareholders is appropriate and in the 

interest of the Fund’s shareholders, and 

will allow such Fund to operate more 

efficiently. Applicants state that each 

Investment Advisory Agreement will 

continue to be fully subject to section 

15(a) of the Act and approved by the 

relevant Board, including a majority of 

the Independent Trustees, in the 

manner required by section 15(a) and 

15(c) of the Act. 

14. Applicants submit that the 

requested relief meets the standards for 

relief under section 6(c) of the Act. 

Applicants state that the operation of 

the Subadvised Fund in the manner 

described in the Application must be 

approved by shareholders of that Fund 

before it may rely on the requested 

relief. Applicants also state that the 

proposed conditions to the requested 

relief are designed to address any 

potential conflicts of interest or 

economic incentives, and provide that 

shareholders are informed when new 

Subadvisers are hired. 

15. Applicants contend that, in the 

circumstances described in the 

application, a proxy solicitation to 

approve the appointment of new 

Subadvisers provides no more 

meaningful information to shareholders 

than the proposed Multi-manager 

Information Statement. Applicants state 

that, accordingly, they believe the 

requested relief is necessary or 

appropriate in the public interest, and 

consistent with the protection of 

investors and the purposes fairly 

intended by the policy and provisions of 

the Act. 

16. With respect to the relief 

permitting Aggregate Fee Disclosure, 

Applicants assert that disclosure of the 

individual fees paid to the Subadvisers 

does not serve any meaningful purpose. 

Applicants contend that the primary 

reasons for requiring disclosure of 

individual fees paid to Subadvisers are 

to inform shareholders of expenses to be 

charged by a particular Subadvised 

Fund and to enable shareholders to 

compare the fees to those of other 

comparable investment companies. 

Applicants believe that the requested 

relief satisfies these objectives because 

the Subadvised Fund’s overall advisory 

fee will be fully disclosed and, 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices 38513 

11Carillon Series Trust, et al., Investment Co. Act 

Rel. Nos. 33464 (May 2, 2019) (notice) and 33494 

(May 29, 2019) (order). 

therefore, shareholders will know what 

the Subadvised Fund’s fees and 

expenses are and will be able to 

compare the advisory fees a Subadvised 

Fund is charged to those of other 

investment companies. In addition, 

Applicants assert that the requested 

relief would benefit shareholders of the 

Subadvised Fund because it would 

improve the Adviser’s ability to 

negotiate the fees paid to Subadvisers. 

In particular, Applicants state that if the 

Adviser is not required to disclose the 

Subadvisers’ fees to the public, the 

Adviser may be able to negotiate rates 

that are below a Subadviser’s ‘‘posted’’ 

amounts. Applicants assert that the 

relief will also encourage Subadvisers to 

negotiate lower subadvisory fees with 

the Adviser if the lower fees are not 

required to be made public. 

V. Relief for Affiliated Subadvisers 

17. The Commission has granted the 

requested relief with respect to WhollyOwned and Non-Affiliated Subadvisers 

through numerous exemptive orders. 

The Commission also has extended the 

requested relief to Affiliated 

Subadvisers.11 Applicants state that 

although the Adviser’s judgment in 

recommending a Subadviser can be 

affected by certain conflicts, they do not 

warrant denying the extension of the 

requested relief to Affiliated 

Subadvisers. Specifically, the Adviser 

faces those conflicts in allocating fund 

assets between itself and a Subadviser, 

and across Subadvisers, as it has an 

interest in considering the benefit it will 

receive, directly or indirectly, from the 

fee the Subadvised Fund pays for the 

management of those assets. Applicants 

also state that to the extent the Adviser 

has a conflict of interest with respect to 

the selection of an Affiliated 

Subadviser, the proposed conditions are 

protective of shareholder interests by 

ensuring the Board’s independence and 

providing the Board with the 

appropriate resources and information 

to monitor and address conflicts. 

18. With respect to the relief 

permitting Aggregate Fee Disclosure, 

Applicants assert that it is appropriate 

to disclose only aggregate fees paid to 

Affiliated Subadvisers for the same 

reasons that similar relief has been 

granted previously with respect to 

Wholly-Owned and Non-Affiliated 

Subadvisers. 

VI. Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Before a Subadvised Fund may rely 

on the order requested in the 

Application, the operation of the 

Subadvised Fund in the manner 

described in the Application will be, or 

has been, approved by a majority of the 

Subadvised Fund’s outstanding voting 

securities as defined in the Act, or, in 

the case of a Subadvised Fund whose 

public shareholders purchase shares on 

the basis of a prospectus containing the 

disclosure contemplated by condition 2 

below, by the initial shareholder before 

such Subadvised Fund’s shares are 

offered to the public. 

2. The prospectus for each 

Subadvised Fund will disclose the 

existence, substance and effect of any 

order granted pursuant to the 

Application. In addition, each 

Subadvised Fund will hold itself out to 

the public as employing the multimanager structure described in the 

Application. The prospectus will 

prominently disclose that the Adviser 

has the ultimate responsibility, subject 

to oversight by the Board, to oversee the 

Subadvisers and recommend their 

hiring, termination, and replacement. 

3. The Adviser will provide general 

management services to each 

Subadvised Fund, including overall 

supervisory responsibility for the 

general management and investment of 

the Subadvised Fund’s assets, and 

subject to review and oversight of the 

Board, will (i) set the Subadvised 

Fund’s overall investment strategies, (ii) 

evaluate, select, and recommend 

Subadvisers for all or a portion of the 

Subadvised Fund’s assets, (iii) allocate 

and, when appropriate, reallocate the 

Subadvised Fund’s assets among 

Subadvisers, (iv) monitor and evaluate 

the Subadvisers’ performance, and (v) 

implement procedures reasonably 

designed to ensure that Subadvisers 

comply with the Subadvised Fund’s 

investment objective, policies and 

restrictions. 

4. Subadvised Funds will inform 

shareholders of the hiring of a new 

Subadviser within 90 days after the 

hiring of the new Subadviser pursuant 

to the Modified Notice and Access 

Procedures. 

5. At all times, at least a majority of 

the Board will be Independent Trustees, 

and the selection and nomination of 

new or additional Independent Trustees 

will be placed within the discretion of 

the then-existing Independent Trustees. 

6. Independent Legal Counsel, as 

defined in Rule 0–1(a)(6) under the Act, 

will be engaged to represent the 

Independent Trustees. The selection of 

such counsel will be within the 

discretion of the then-existing 

Independent Trustees. 

7. Whenever a Subadviser is hired or 

terminated, the Adviser will provide the 

Board with information showing the 

expected impact on the profitability of 

the Adviser. 

8. The Board must evaluate any 

material conflicts that may be present in 

a subadvisory arrangement. Specifically, 

whenever a subadviser change is 

proposed for a Subadvised Fund 

(‘‘Subadviser Change’’) or the Board 

considers an existing Subadvisory 

Agreement as part of its annual review 

process (‘‘Subadviser Review’’): 

(a) The Adviser will provide the 

Board, to the extent not already being 

provided pursuant to section 15(c) of 

the Act, with all relevant information 

concerning: 

(i) Any material interest in the 

proposed new Subadviser, in the case of 

a Subadviser Change, or the Subadviser 

in the case of a Subadviser Review, held 

directly or indirectly by the Adviser or 

a parent or sister company of the 

Adviser, and any material impact the 

proposed Subadvisory Agreement may 

have on that interest; 

(ii) any arrangement or understanding 

in which the Adviser or any parent or 

sister company of the Adviser is a 

participant that (A) may have had a 

material effect on the proposed 

Subadviser Change or Subadviser 

Review, or (B) may be materially 

affected by the proposed Subadviser 

Change or Subadviser Review; 

(iii) any material interest in a 

Subadviser held directly or indirectly by 

an officer or Trustee of the Subadvised 

Fund, or an officer or board member of 

the Adviser (other than through a 

pooled investment vehicle not 

controlled by such person); and 

(iv) any other information that may be 

relevant to the Board in evaluating any 

potential material conflicts of interest in 

the proposed Subadviser Change or 

Subadviser Review. 

(b) the Board, including a majority of 

the Independent Trustees, will make a 

separate finding, reflected in the Board 

minutes, that the Subadviser Change or 

continuation after Subadviser Review is 

in the best interests of the Subadvised 

Fund and its shareholders and, based on 

the information provided to the Board, 

does not involve a conflict of interest 

from which the Adviser, a Subadviser, 

any officer or Trustee of the Subadvised 

Fund, or any officer or board member of 

the Adviser derives an inappropriate 

advantage. 


jbell on DSKJLSW7X2PROD with NOTICES
38514 Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices 

9. Each Subadvised Fund will 

disclose in its registration statement the 

Aggregate Fee Disclosure. 

10. In the event that the Commission 

adopts a rule under the Act providing 

substantially similar relief to that in the 

order requested in the Application, the 

requested order will expire on the 

effective date of that rule. 

11. Any new Subadvisory Agreement 

or any amendment to an existing 

Investment Advisory Agreement or 

Subadvisory Agreement that directly or 

indirectly results in an increase in the 

aggregate advisory fee rate payable by 

the Subadvised Fund will be submitted 

to the Subadvised Fund’s shareholders 

for approval. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15463 Filed 7–20–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–776, OMB Control No. 

3235–0730] 

Submission for OMB Review; 

Comment Request 

Extension: 

Form N–PORT 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission (the 

‘‘Commission’’) has submitted to the 

Office of Management and Budget a 

request for extension of the previously 

approved collection of information 

discussed below. 

The title for the collection of 

information is ‘‘Form N–PORT under 

the Investment Company Act of 1940.’’ 

Form N–PORT requires funds to report 

portfolio holdings information in a 

structured, XML format. The form is 

filed electronically using the 

Commission’s electronic filing system 

(Electronic Data Gathering, Analysis and 

Retrieval or ‘‘EDGAR’’). The purpose of 

Form N–PORT is to satisfy the filing and 

disclosure requirements of Section 30(b) 

of the Investment Company Act, and of 

Rule 30b1–9 thereunder. 

We estimate that 11980 entities will 

be required to submit reports on Form 

N–PORT. We estimate that 35% of 

funds will file reports on Form N–PORT 

in house and the remaining 65% of 

funds will retain the services of a third 

party to prepare and file reports on 

Form N–PORT on the fund’s behalf. The 

estimated annual hourly burden 

associated with Form N–PORT 

1,839,903 hours for an average of 153.6 

hours per entity. The total annual 

internal time cost associated with Form 

N–PORT is $654,658,288. The total 

annual external cost associated with 

Form N–PORT is $113,858,133. 

The requirements of this collection of 

information are mandatory. Responses 

will not be kept confidential. An agency 

may not conduct or sponsor, and a 

person is not required to respond to a 

collection of information unless it 

displays a currently valid control 

number. 

The public may view the background 

documentation for this information 

collection at the following website, 

www.reginfo.gov. Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: 

Lindsay.M.Abate@omb.eop.gov; and (ii) 

David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Cynthia 

Roscoe, 100 F Street NE, Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. Comments must be 

submitted to OMB within 60 days of 

this notice. 

Dated: July 15, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15432 Filed 7–20–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–663, OMB Control No. 

3235–0724] 

For Submission; Comment Request 

Upon Written Request Copies Available 

From: U.S. Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Extension: 

Supplier Diversity Business Management 

System 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for extension of the 

previously approved collection of 

information summarized below. 

The Commission is required under 

Section 342 of the Dodd-Frank Wall 

Street and Reform Act to develop 

standards and processes for ensuring the 

fair inclusion of women-owned and 

minority-owned businesses in all of the 

Commission’s business activities. In 

addition, the Commission is required to 

develop standards for coordinating 

technical assistance to minority-owned 

and women-owned businesses. 12 

U.S.C. 5452(b)(2)(B). To help implement 

these requirements, the Office of 

Minority and Women Inclusion (OMWI) 

developed and maintains an electronic 

Supplier Diversity Business 

Management System (SDBMS) to collect 

up-to-date business information and 

capabilities statements from diverse 

suppliers interested in doing business 

with the Commission. The information 

collected in SDBMS assists the 

Commission with its market research 

efforts, enables the Commission to 

assess the effectiveness of its technical 

assistance and outreach efforts and 

identify target areas for additional 

program efforts, and facilitates the 

Commission’s compliance with its 

Congressionally-mandated reporting 

obligations on the Commission’s 

contract awards. 

The Commission invited comments 

on SDBMS. Information is collected in 

SDBMS via web-based, e-filed, dynamic 

form-based technology. The company 

point of contact completes a profile 

consisting of basic contact data and 

information on the capabilities of the 

business. The profile includes a series of 

questions, some of which are based on 

the data that the individual enters. 

Drop-down lists are included where 

appropriate to increase ease of use. 

The information collection is 

voluntary. There are no costs associated 

with this collection. SDBMS allows 

suppliers to self-register via a secure 

web portal that is accessible through a 

hyperlink on the Commission’s public 

website. 

Estimated number of annual 

responses: 300. 

Estimated annual reporting burden: 

150 hours (30 minutes per submission). 

Other than a recent decrease in the 

number of respondents, presumably due 

to the COVID–19 pandemic, the 

estimated number of respondents 

overall remains the same at 300 per 

year, based on the actual response rate 

prior to the pandemic. As such, the total 

burden estimate also remains the same 

at 150 hours. 

On May 11, 2021, the Commission 

published a notice in the Federal 

Register (86 FR 25931) of its intention 

to request an extension of this currently 

approved collection of information, and 


jbell on DSKJLSW7X2PROD with NOTICES